Georgia § 14-3-830 Standards of conduct for directors

Georgia Statutes

§ 14-3-830 — Standards of conduct for directors

Georgia § 14-3-830

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This text of Georgia § 14-3-830 (Standards of conduct for directors) is published on Counsel Stack Legal Research, covering Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

O.C.G.A. § 14-3-830 (2026).

Text

(a)Unless a different standard is prescribed by law, a director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.

(b)In performing his or her duties, a director may rely upon:

(1)Officers, employees, or agents of the corporation whom the director reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, or statements provided by officers, employees, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, or other persons as to matters involving the skills, exper

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(a) Unless a different standard is prescribed by law, a director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances. (b) In performing his or her duties, a director may rely upon: (1) Officers, employees, or agents of the corporation whom the director reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, or statements provided by officers, employees, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence. (c) There shall be a presumption that the process a director followed in arriving at decisions was done in good faith and that such director exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from the standard of care of a director in a like position under similar circumstances. (d) Nothing contained in this Code section shall: (1) In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (4) of subsection (b) of Code Section 14-3-861 , alter the burden of proving the fact or lack of fairness otherwise applicable; (2) Alter the fact or lack of liability of a director under the Official Code of Georgia Annotated, including the governance of the consequences of an unlawful distribution under Code Section 14-3-831 or a conflicting interest transaction under Code Section 14-3-861 ; (3) Affect any rights to which the corporation or its members may be entitled under another law of this state or of the United States; (4) Deprive a director of the applicability, effect, or protection of the business judgment rule; or (5) Deprive a director of the applicability, effect, or protection of Code Section 51-1-20 . (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. See 2020 Ga. Laws 391, § 6.